UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
May 15, 2012
Date of Report (Date of earliest event reported)
HANDENI GOLD INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation) | 000-50907
(Commission
File Number) | 98-0430222
(IRS Employer
Identification No.) |
228 Regent Estate
Dar es Salaam Republic of Tanzania
(Address of principal executive offices) | | N/A
(Zip Code) |
011-255-222-70-00-84
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on May 15, 2012, the Board of Directors (the "Board") of Handeni Gold Inc. (the "Company") accepted the consent to act of William Lamarque, current member of the Board, to serve as Vice-Chairman of the Board.
In addition, effective May 15, 2012, the Board appointed Board members to serve as members of each of the Board's existing Audit, Compensation and Corporate Governance Committees, as follows:
Audit Committee
The following Board members now comprise the Company's current Audit Committee: William Lamarque (Chairman), Gizman Abbas and Emmanuel Ole Naiko.
Compensation Committee
The following Board members now comprise the Company's current Compensation Committee: Mohan Kaul (Chairman), John Gerson and Douglas Boateng.
Corporate Governance Committee
The following Board members now comprise the Company's current Corporate Governance Committee: Mohan Kaul (Chairman), John Gerson and Douglas Boateng.
As a consequence of the above appointments, the Board of Directors, Executive Officers, and the Board Committee members of the Company are now comprised of the following:
Name | Position | Board Committee Memberships |
Reginald Mengi | Chairman of the Board and a director | N/A |
William Lamarque | Vice-Chairman of the Board and a director | Audit Committee (Chairman) |
Reyno Scheepers | President, Chief Executive Officer, Chief Operating Officer, and a director | N/A |
Melinda Hsu | Secretary, Treasurer and Chief Financial Officer | N/A |
Douglas Boateng | Director | Compensation Committee; Corporate Governance Committee |
Gizman Abbas | Director | Audit Committee |
Mohan Kaul | Director | Compensation Committee (Chairman); Corporate Governance Committee (Chairman) |
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Emmanuel Naiko | Director | Audit Committee |
John Gerson | Director | Compensation Committee; Corporate Governance Committee |
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
On May 15, 2012, the Company issued a news release announcing the appointment of a Board Vice-Chairman and the appointment of board members to the Board's Audit, Compensation and Corporate Governance Committees.
A copy of the news release is included as Exhibit 99.1 hereto.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro forma Financial Information
Not applicable.
(c) Shell Company Transaction
Not applicable.
(d) Exhibits
Exhibit | Description |
99.1 | News Release issued May 15, 2012. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | HANDENI GOLD INC. |
DATE: May 15, 2012 | By: /s/ Reyno Scheepers
Name: Reyno Scheepers
Position: President, CEO, COO and a director |
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